AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION

                         AMENDMENT TO THE AGREEMENT AND
                             PLAN OF REORGANIZATION

THIS AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is
entered into as of this 18th day of July 2001, in accordance with the terms of
Section 7.11 of the Agreement, by and among United Management, Inc., a Nevada
corporation ("UM"), and RRUN Ventures Inc. ("RRUN"), a Nevada corporation.

WHEREAS, the parties entered into the Agreement as of December 18, 2000; and

WHEREAS, the parties desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained
in the Agreement and herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound hereby, agree as follows:

1. Paragraph 3.3(b) and 3.4(b) shall be deleted in their entirety.

2. Paragraph 3.3 (a) shall be amended to read as follows:

"(a) It is specifically understood and agreed that options for the acquisition
of RRUN common shares issued under the RRUN Stock Option Plan prior to the
merger of RRUN and UM shall survive the merger and shall become options for the
purchase of UM common shares. By entering into this Agreement, UM elects to
assume such treatment of all RRUN options as set forth in subsection 7(m) of the
RRUN Stock Option Plan. The number of UM common shares an option holder shall be
entitled to purchase and the exercise price per share shall be as adjusted
pursuant to subsection 4(b) of the RRUN Stock Option Agreements."

3. Paragraph 2.2 shall be amended to read as follows:

"The authorized capitalization of UM consists of 100,000,000 shares of Common
Stock, par value $0.0001 per share. As of the date hereof there are 500,000
restricted Common Shares of UM issued and outstanding."

Other than as set forth in this Amendment, the Agreement shall remain in full
force and effect.

IN WITNESS WHEREOF, the parties have executed this amendment to the agreement
and plan of reorganization as of the date set forth above.


United Management, Inc.                 RRUN Ventures Inc.



By: /s/ Xxxxxxxxx Xxxxxxx               By: /s/ Xxx Xxxxxxx
    ---------------------               --------------------
      Xxxxxxxxx Xxxxxxx                 Xxx Xxxxxxx
      Its:  President                   Its:  President


                                      II-5